An employee is freed from any post-termination restriction if: • there is a wrongful dismissal (ie a dismissal in breach of contract), or • the employer commits another repudiatory breach which is accepted by the employee If the contract is terminated lawfully, whether

date [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales (company registration number [number]) whose registered office address is at] [address] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales (company registration number [number]) whose registered office address is at] [address] (Tenant) 1 Definitions In this Agreement, the following definitions apply: Deposit • £[amount]; Independent Surveyor • an independent chartered surveyor who has at least [10] years’ experience of valuing property of a comparable type and in a comparable location to the Property; Interest • interest at a rate of [4]% per annum over the base rate of [name of bank]; Landlord’s Solicitors • [name] of [address] (reference [details]) or any other solicitors the Landlord notifies to the Tenant; Lease • a lease of the Property in the form attached to this Agreement at Appendix 4 (subject to any amendments required by Legislation or agreed between the parties); Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local

date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) 1 Definitions In this Agreement, the following definitions apply: Buyer's Solicitors • [name] of [address] (reference [details]) or any other solicitors that the Buyer notifies to the Seller; Competent Authority • any: (a) local authority, government department or other body or person exercising powers under statute or by Royal Charter; or (b) utility service or supply company; Condition Satisfaction Date • [date] [(subject to extension in accordance with paragraph 2.1 of Schedule 2)]; Conduits • any media and associated equipment for conducting energy, data or substances; Deposit • £[amount in figures] [([amount in words] pounds)]; Independent Surveyor • an independent chartered surveyor who has at least [10] years' experience of valuing property of a comparable type and in a comparable location to the Property; Infrastructure Site • any land on the Property required by a Competent Authority for any of the following purposes: (a) dedication, or adoption, of land

Employment news analysis: The House of Commons has today (5 March 2025) published a document which lists all amendments tabled to the Employment Rights Bill (ERB) ahead of the report stage which is due to commence on 11 March 2025, including both government and non-government amendments. The amendments proposed by the government are wide-ranging and include: (1) an extension of the right to be offered a guaranteed hours contract to agency workers, (2) changes to the protected period for collective redundancy consultation, (3) a duty to keep records relating to annual leave, (4) an extension of the regulation of employment businesses, (5) changes to trade union legislation, (6) a power for the Secretary of State to issue notices of underpayments, (7) changes to Statutory Sick Pay (SSP), and (8) changes to collective redundancy consultation.

If the main contractor becomes insolvent, its sub-contractor will want to know if it can obtain payment from any other source, in particular from the employer. The sub-contractor's first step should always be to check whether the terms of its sub-contract provide any assistance in such a situation. In doing so, the sub-contractor should also check the terms of the main contract if, as is often the case, it has been incorporated into the sub-contract. If a copy of the main contract was not physically attached to the sub-contract at the time of execution, the terms of the sub-contract may entitle the sub-contractor to ask for a copy from the main contractor. This Q&A looks at the possible routes by which the sub-contractor may be able to obtain payment in these circumstances. Collateral warranty If the sub-contractor has provided a collateral warranty to the employer, it may contain 'step-in' rights which allow the employer, in certain circumstances, to take over the role of the main contractor

Subscribed by [insert name of individual] as [General Partner OR Authorised

No. Defect Term of contract Breached Remedial cost Defendant’s response Judge’s comments 1 Serious corrosion appearing to steel frame

'Direct loss' and 'indirect loss' 'Indirect loss' is most frequently considered in the context of assessing quantum of damages and in interpreting exemption clauses. The normal function of damages for breach of contract is compensatory but is limited by the principles of causation and remoteness. Damage which is too remote is not recoverable even if there is a causal link between the breach of contract and the loss. Hadley v Baxendale established the 'two limb test' for assessing whether damage resulting from a breach of contract is or is not too remote. Damages may only be recovered for: • losses arising naturally—the defaulting party is liable for any losses, which may fairly and reasonably can be considered as arising naturally from the breach of contract. The court will take into consideration the type of trade or transaction in question (direct loss), or • potentially foreseeable losses—those which were in the reasonable contemplation of the parties at the time

When a limitation period starts to run, and for how long, in the case of a claim under a guarantee, will depend on how the guarantee is executed and whether the guarantor’s obligation under the guarantee to make payment arise only once a demand under the guarantee has been made. Limitation periods Generally, the limitation period for bringing a claim for breach of contract is: • six years from the date of breach of a ‘simple contract’ (one which is not under seal or a contract of record) • twelve years from the date of breach of a deed For more information, see Practice Note: Limitation—contract claims. Does a guarantee have to be executed as a deed? A

Construction analysis: The Privy Council upheld the Court of Appeal’s finding that the subcontractor was entitled to a contractual quantum meruit under a FIDIC-based contract for varied piling works. Although the subcontractor had pleaded quantum meruit based on unjust enrichment, the Board of the Privy Council held it would be ‘mere formalism’ to deny recovery where the contractor accepted a contract existed and the FIDIC terms (clause 12.3) provided for reasonable payment for varied works. Claims for standby augering, piling and static testing were considered contractual, while manufacturing standby and storage claims fell outside the contract and failed, as enrichment could not be proven. NH’s procedural objections as to notice under FIDIC clause 20.1 were rejected given both parties’ conduct. The decision confirms that where a contract governs the relationship between the parties, quantum meruit arises within it, not through restitution, and that courts will prioritise substance and fairness over technical pleading errors.

date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) 1 Definitions In this Agreement, the following definitions apply: Buyer’s Solicitors • [name] of [address] (reference [details]) or any other solicitors that the Buyer notifies to the Seller; Deposit • £[amount in figures] [([amount in words] pounds)]; [Independent Surveyor • an independent chartered surveyor who has at least [10] years’ experience of valuing property of a comparable type and in a comparable location to the Property;] Interest • interest at a rate of [4]% per annum over the base rate of [name of bank]; Legislation • all legislation in force in the United Kingdom at any time during the currency of this Agreement, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice issued by a statutory

A person qualifies for the national minimum wage pursuant to the National Minimum Wage Act 1998 (NMWA 1998) if he: • is a 'worker' • works, or ordinarily works, in the UK under his contract, and • has ceased to be of compulsory school age For these purposes, a 'worker' is an individual who has entered into or works under (or, where the employment has ceased, worked under): • a contract of employment, or • any other contract... whereby the individual undertakes to do or perform personally any work or services for